The terms and conditions of sale outlined herein apply to Sales or proposed Sales of products by Phoenix Vibrations Controls. These terms and conditions of sale shall supersede any terms and conditions of sale proposed by purchaser, unless specifically agreed to in writing by Phoenix Vibration Controls.
ACCEPTANCE OF ORDERS
Any proposal by Phoenix Vibration Controls to which these terms and conditions of sale are attached expires unless accepted by purchaser within thirty days from the date of such proposal. All orders, including acceptances of the Phoenix Vibration Controls proposals, are not final until subsequent acceptance at the Phoenix Vibration Controls’ home office in The Netherlands and approval by the Phoenix Vibration Controls sales department.
The Phoenix Vibration Controls quotation of prices is binding for immediate acceptance and delivery only and apply only to the quality and delivery named in the Phoenix Vibration Controls’ proposal and quotation. All prices, discounts, terms, catalogue numbers and sizes are subject to change without notice. Prices shall not be in excess of those permitted by applicable Federal price control statutes and regulations.
Unless otherwise expressly provided, and subject to credit approval, payment will be net 30 days after date of invoice.
SHIPMENTS AND DELIVERY
Shipping dates are approximate and based on conditions existing at time and upon prompt receipt of all necessary information by Phoenix Vibration Controls. Phoenix Vibration Controls will not be liable for delays in manufacture or delivery that may arise from causes beyond our reasonable control. All goods are shipped at the purchaser’s risk. All orders are accepted by Phoenix Vibration Controls with transportation charges to be paid by purchaser, unless otherwise agreed to in writing. While every reasonable precaution is taken in packing we are not responsible for goods damages or lost in transit. Claims to recover such loss or damage must be filed with the carrier by the purchaser.
Phoenix Vibration Controls shall retain title to, possession of, and all rights to any patterns, molds, jigs, models and/or other tools used in connection with this contract unless otherwise agreed to in writing.
The amount of any Federal State, or local property, license privilege, sales, use, excise, gross receipts or other like taxes which may be now or hereafter levled upon this transaction shall be added to the purchase price and shall be paid by purchaser unless purchaser provides Phoenix Vibration Controls with an exception certificate acceptable to the taxing authorities.
Orders accepted shall not be subject to cancellation except on terms that shall properly indemnify Phoenix Vibration Controls. Orders for special material may not be cancelled nor will Phoenix Vibration Controls accept return of such material for credit.
RETURN OF MATERIAL
Materials may not be returned for credit or exchange without specific authorization by Phoenix Vibration Controls. Any goods returned without Phoenix Vibration Controls’ authorization will be refused. No claim for defective or faulty materials or workmanship shall be valid unless presented to Phoenix Vibration Controls in writing within 30 days after receipt of materials. Returned materials must be shipped prepaid to Phoenix Vibration Controls, and the condition of the item determines credit allowance will only be applied to customers account. A minimum charge of 30% will apply for restocking and re-handling when material is returned in new and usable condition.
a. Phoenix Vibration Controls warrants to the purchaser that its products will be free from defects in materials and workmanship for a period of a year from date of the shipment.
b. Phoenix Vibration Controls liability is expressly limited to the products which fail to conform to this limited warranty.
c. The purchaser’s exclusive remedy under this limited warranty is repayment of purchase price, repair, or replacement, at the option of Phoenix Vibration Controls, upon return of the product at purchaser’s expense to Phoenix Vibration Controls with reasonable satisfactory proof of non-conformance.
d. In no event will Phoenix Vibration Controls be liable for any consequential or incidental damages, including without limitations, personal injuries, property damage or loss of profits.
e. Unauthorized or improper installation, use, repair or adjustment of the product shall terminate this limited warranty and relieve Phoenix Vibration Controls of any responsibility thereunder.
THIS LIMITED WARRANTY IS MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Purchaser agrees to indemnify defend and hold harmless Phoenix Vibration Controls against all claims of liability or costs of suit, including reasonable attorney’s fees, arising from the manufacture or sale of goods furnished to the purchaser were such goods were made to purchaser’s specifications.
This contract of sale shall be assigned by buyer or seller without written consent of the other.
In the event of any proceeding by or against the parties, hereto, voluntary or involuntary, in bankruptcy or insolvency, or for corporate reorganizations under the Federal Bankruptcy Law or the appointment of a receiver or trustee or an assignee for the benefit of creditors, either party hereto shall be entitled to cancel this contract.